Pacific Gas & Electric 8K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report:

July 24, 2024

(Date of earliest event reported)


Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
001-02348	PACIFIC GAS AND ELECTRIC COMPANY	California	94-0742640
333-256944-01	PG&E RECOVERY FUNDING LLC	Delaware	87-1047820


		PG&E RECOVERY FUNDING LLC
300 Lakeside Drive Oakland, California 94612		C/O Pacific Gas and Electric Company 300 Lakeside Drive Oakland, California 94612
(Address of principal executive offices) (Zip Code)		(Address of principal executive offices) (Zip Code)

(415) 973-7000		(415) 973-7000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting Material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable	PCG-PA	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable	PCG-PB	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable	PCG-PC	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable	PCG-PD	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable	PCG-PE	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable	PCG-PG	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable	PCG-PH	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable	PCG-PI	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company Pacific Gas and Electric Company ☐

Emerging growth company PG&E Recovery Funding LLC ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Pacific Gas and Electric Company ☐

PG&E Recovery Funding LLC ☐

Item 8.01.

Other Events

On July 24, 2024, Pacific Gas and Electric Company (the “

Utility

”) and PG&E Recovery Funding LLC (the “

Issuing Entity

”) entered into an Underwriting Agreement (the “

Underwriting Agreement

”) with Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters party thereto with respect to the purchase and sale of $1,419,285,000 of Senior Secured Recovery Bonds, Series

2024-A

(the “

Recovery Bonds

”), to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement (together, the “

Indenture

”), each to be dated as of August 1, 2024, the forms of which are annexed hereto as Exhibits 4.1 and 4.2, respectively. The Recovery Bonds were offered pursuant to the prospectus dated July 24, 2024 (the “

Prospectus

”). In connection with the issuance of the Recovery Bonds, the Utility and the Issuing Entity also expect to enter into a Recovery Property Servicing Agreement, Recovery Property Purchase and Sale Agreement, Administration Agreement, and Joinder Agreement, each to be dated as of August 1, 2024, the forms of which are annexed hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and the Underwriting Agreement is annexed hereto as Exhibit 1.1.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

1.1		Underwriting Agreement among PG&E Recovery Funding LLC, Pacific Gas and Electric Company and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the Underwriters party thereto, dated July 24, 2024

4.1		Form of Indenture between PG&E Recovery Funding LLC and The Bank of New York Mellon Trust Company, N.A., to be dated as of August 1, 2024

4.2		Form of Series Supplement between PG&E Recovery Funding LLC and The Bank of New York Mellon Trust Company, N.A. (including forms of the Recovery Bonds), to be dated as of August 1, 2024

10.1		Form of Recovery Property Servicing Agreement between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as Servicer, to be dated as of August 1, 2024

10.2		Form of Recovery Property Purchase and Sale Agreement between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as Seller, to be dated as of August 1, 2024

10.3		Form of Administration Agreement between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as Administrator, to be dated as of August 1, 2024

10.4		Form of Joinder Agreement to Collection Account Intercreditor Agreement among Pacific Gas and Electric Company, CitiBank, N.A., in its role as Collection Account Agent and PG&E Recovery Funding LLC, to be dated as of August 1, 2024

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


	PACIFIC GAS AND ELECTRIC COMPANY

	By:	/s/ Stephanie N. Williams
		Stephanie N. Williams
Dated: July 26, 2024		Vice President, Chief Financial Officer and Controller

	PG&E RECOVERY FUNDING LLC

	By:	/s/ Margaret K. Becker
		Margaret K. Becker
Dated: July 26, 2024		President

Pacific Gas & Electric (PCG+A) 8-KOther Events